1.1 The access and use of this Web Site (at www.togoparts.com or such
other URL as TOGOPARTS may determine) and Services (defined below) contained
therein by you is conditioned on your acceptance without modification
of the terms, conditions and notices (collectively, "Terms of Service")
contained herein. Your access to and use of this Web Site constitutes
your unconditional agreement to all the Terms of Service for the time
being as set out herein. TOGOPARTS reserves the right to vary the Terms
of Service from time to time at its absolute discretion either with or
without notice to you. You are advised to check the Terms of Service regularly,
which shall be effective from the date of posting on this Web Site. If
you do not agree to any of the Terms of Service contained herein, please
do not access or use this Web Site.

1.2 You warrant that you have the necessary authority and capacity to
enter into this agreement.

2. PERSONAL AND NON-COMMERCIAL USE LIMITATION

2.1 Unless otherwise expressly authorized by TOGOPARTS, this Web Site
is strictly for your personal and non-commercial use.

3.1 TOGOPARTS currently provides end users with access to a rich collection
of on-line resources and information including the in-house forums, consumer
reviews, members and bike shops listings, events announcements, showroom,
marketplace and articles (collectively, "Services"). Unless
explicitly stated otherwise, any new features that augment or enhance
the current Services, including the release of new TOGOPARTS resources,
shall be subject to the Terms of Service.

4. USER CONDUCT

4.1 As a condition of your use of this Web Site, you warrant and undertake
to TOGOPARTS that you will not use this Web Site for any purpose that
is illegal under any relevant laws or prohibited by the Terms of Service.

4.2 You also acknowledge and agree that any decision of TOGOPARTS under
the Terms of Service shall be final, conclusive and binding upon you.
4.3 By way of example, and not as a limitation, you agree that when using
this Web Site and its associated Services, you warrant and undertake that
you will not:

(c) Impersonate any person or entity, including, but not limited to,
a TOGOPARTS official, forum moderator or other Website end user, or falsely
state or otherwise misrepresent your affiliation with a person or entity.

(d) Post by way of hyperlinking or otherwise any materials (including
without limitation, software, text, transcripts, photographs and diagrams)
that is protected by intellectual property laws (or by rights of privacy
or publicity) unless you own or control the rights thereto or have received
all necessary consents.

(e) Post a link, upload or distribute any files that contain viruses,
corrupted files, or any other similar software or programs that may damage
or degrade or otherwise prejudice the operation and performance of another's
computer.

(f) Post or otherwise transmit any content that infringes any patent,
trademark, trade secret, copyright or other proprietary rights of any
party.

(g) Post or otherwise transmit any content that you do not have a right
to transmit under any law or under contractual or fiduciary relationships
(such as inside information, proprietary and confidential information
learned or disclosed as part of employment relationships or under non-disclosure
agreements)

(h) Unless expressly authorised, advertise or offer to sell any goods or
services through the website

(i) Unless otherwise authorized by TOGOPARTS, bicycle and bicycle related
industry manufacturers, distributors, retailers, bicycle shop owners,
and the respective employees of such establishments are prohibited from
advertising or offering to sell any goods or services, on behalf or in
the interest of that establishment, in the Marketplace, Forums or any
end-user Services/Facilities.

(j) Conduct or forward through the Web Site surveys, contests, pyramid
schemes or chain letters and post/transmit any junk mail, spam or any
unsolicited mass dissemination of email.

(k) Falsify or delete any author attributions, legal or other proper
notices or proprietary designations or labels of the origin or source
of software or other material contained in a file that is uploaded.

(l) Restrict or inhibit any other user from using and enjoying the Web
Site and/or Services.

(m) Promote or provide instructional information about illegal activities,
promote physical harm or injury against any group or individual, or promote
any act of cruelty to animals. This may include, but is not limited to,
providing instructions on how to assemble bombs, grenades and other weapons,
and creating "Crush" sites.

(n) Collect or store personal data about other users.

(o) Violate the Forum Etiquette and Rules which is hereby incorporated
by reference.

(p) Use any robot, spider, other automatic device, or manual process
to monitor or copy any pages within the Web Site or the contents without
TOGOPARTS's prior written permission.

(q) Use any device, software or routine to interfere or attempt to interfere
with the proper working of the Web Site.

(r) Take any action that imposes an unreasonable or disproportionately
large load on TOGOPARTS's servers.

4A. GRANT OF LICENCE

4A.1 By contributing or submitting product reviews, postings, product
photographs, or any other content on the Web Site, you automatically grant
(or warrant that the owner of such rights has expressly granted) TOGOPARTS
an irrevocable, royalty-free, transferable and worldwide right and license
to use, copy, modify, adapt, publish, translate, create derivative works
from and sell and distribute such materials or incorporate such materials
into any form, medium or technology without compensation to you.

4A.2 In addition, you warrant that all moral rights in those materials
have been waived. None of the materials shall be subject to any obligation
of confidence on the part of TOGOPARTS.

5. HYPERLINKS TO THIRD PARTY SITES

5.1 This Web Site may contain links to other World Web Web sites or resources
operated by parties other than TOGOPARTS. Such links are provided for
your convenience only. Because TOGOPARTS has no control over such sites
and resources, you acknowledge and agree that TOGOPARTS is not responsible
or liable for any content, advertising, products, or other materials on
or available from such sites or resources. TOGOPARTS's inclusion of links
to such web sites does not imply any endorsement of the material on such
web sites or any association with their operators.

5.2 You further acknowledge and agree that TOGOPARTS shall not be responsible
or liable, directly or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with use of or reliance on any such content,
goods or services available on or through any such site or resource.

5A. HYPERLINKS TO THIS WEB SITE FROM THIRD PARTY WEBSITES

5A.1 Except as set forth below, caching and hyperlinks to, and the framing
of this Web Site or any of the contents are prohibited.

5A.2 You may hyperlink to the home page of this Web Site, upon prior
notification to TOGOPARTS in writing. You must make a specific request
for, and secure permission from TOGOPARTS prior to hyperlinking to, or
framing, the Web Site or any of the contents, or engaging in similar activities.
TOGOPARTS reserves the right to impose conditions when permitting any
hyperlinking to, or framing of the Web Site or any of the contents.

5A.3 Your hyperlinking to, or your framing of the Web Site or any of
the contents constitute acceptance of these Terms of Service. This is
deemed to be the case even after the posting of any changes or modifications
to these Terms of Service. If you do not accept these Terms of Service,
you must discontinue linking to, or framing of the Web Site or any of
the contents.

5A.4 In no circumstances shall TOGOPARTS be considered to be associated
or affiliated in any manner with any trade or service marks, logos, insignia
or other devices used or appearing on websites that hyperlink to the Web
Site or any of the contents.

5A.5 TOGOPARTS reserves all rights to disable any hyperlinks to, or frames
of any web site containing inappropriate, profane, defamatory, infringing,
obscene, indecent or unlawful topics, names, material or information,
or material or information that violates any written law, any applicable
intellectual property, proprietary, privacy or publicity rights.

5A.6 TOGOPARTS reserves the right to disable any unauthorized links or
frames and disclaims any responsibility for the content available on any
other web site reached by links to or from the Website or any of the contents.

6. TERMINATION AND ACCESS RESTRICTION

6.1 You agree that TOGOPARTS, in its sole discretion, may terminate,
ban or suspend your TOGOPARTS membership, use of the Services, and/or
remove and discard any content within the Services, for any reason without
prior notice, including, without limitation:

(a) for lack of use;

(b) if TOGOPARTS believes that you have violated any provision of the
Terms of Service;

(c) acting in a manner inconsistent with the objectives of the Web Site;

(d) challenging the authority of any TOGOPARTS staff, employee or agent;
or

6.2 TOGOPARTS may also in its sole discretion and at any time discontinue
providing the Services, or any part thereof, with or without notice. You
agree that any termination of your access to the Web Site and/or Services
under any provision of this Terms of Services may be effected without
prior notice, and acknowledge and agree that TOGOPARTS may immediately
deactivate or delete your TOGOPARTS Membership and all related information
and files in your TOGOPARTS Membership and/or bar any further access to
such files or the Services. Further, you agree that TOGOPARTS shall not
be liable to you or any third-party for any termination of your access
to the Services.

6.3 TOGOPARTS reserves the right to deny in its sole discretion your
access to the Web Site, the Services or any portion thereof without ascribing
any reason therefore and without prior notice.

7. ADVERTISEMENTS AND PROMOTIONS

7.1 TOGOPARTS runs advertisements and promotions on the Web Site. By
accessing the Web Site and/or using the Services, you agree that TOGOPARTS
has the right to run such advertisements and promotions. The manner, mode
and extent of advertising by TOGOPARTS are subject to change. Your correspondence
or business dealings with, or participation in promotions of, advertisers
found on the Web Site or through the Services, including payment and delivery
of related goods or services, and any other terms, conditions, warranties
or representations associated with such dealings, are solely between you
and such advertiser.

7.2 You agree that TOGOPARTS shall not be responsible or liable for any
loss or damage of any sort incurred as the result of any such dealings
or as the result of the presence of such advertisers on the Services.

8. CENSORSHIP

8.1 TOGOPARTS has no obligation to monitor the communities. However,
TOGOPARTS reserves the right at all times to disclose any information
as necessary to satisfy any applicable law, regulation, legal process
or governmental request, or to edit, refuse to post or to remove any information
or materials, in whole or in part, in TOGOPARTS's sole discretion.

8.2 TOGOPARTS does not control the content posted via the Services and,
as such, does not guarantee the accuracy, integrity or quality of such
content. You understand that by accessing the Web Site and/or using the
Services, you may be exposed to content that is offensive, indecent or
objectionable.

8.3 TOGOPARTS does not control or endorse the content, messages or information
found in any community and, therefore, TOGOPARTS specifically disclaims
any liability with regard to the communities and any actions resulting
from your participation in any community. Forum moderators are not authorised
TOGOPARTS spokespersons, and their views do not necessarily reflect those
of TOGOPARTS.

9. INDEMNITY

9.1 You are solely responsible and liable for any and all access, use
and/or misuse of this Web Site and Services made under your UserID and
Password (whether or not authorised by you).

9.2 You agree to indemnify and hold TOGOPARTS, the Web Site administrators,
its subsidiaries, affiliates, officers, agents, co-branders or other partners,
and employees, harmless from any claim or demand, including reasonable
legal fees, made by any third party due to or arising out of your content,
your access to the Web Site and use of the Services, your connection to
the Services, this Web Site, your violation of the Terms of Service, or
your violation of any rights of another.

10. LIABILITY DISCLAIMER

10.1 The information, software, products, and services included on or
through this Web Site may include inaccuracies or typographical errors.
TOGOPARTS is not responsible for any such inaccuracies and/or errors,
as it does not and cannot review all content posted on the Web Site.

10.2 TOGOPARTS may make improvements and/or changes in this Web Site
at any time.

10.3 TOGOPARTS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY,
TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS, PRICES, SERVICES
AND RELATED GRAPHICS CONTAINED ON THIS WEB SITE FOR ANY PURPOSE. ALL SUCH
INFORMATION, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. TOGOPARTS HEREBY DISCLAIM ALL WARRANTIES
AND CONDITIONS WITH REGARD TO THIS INFORMATION, PRODUCTS, SERVICES AND
RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.4 IN NO EVENT SHALL TOGOPARTS BE LIABLE FOR ANY DIRECT, INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF
THIS WEB SITE, WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, THE PROVISION
OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, PRODUCTS, SERVICES
AND RELATED GRAPHICS OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING
OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE, EVEN IF TOGOPARTS HAS BEEN ADVISED OF THE POSSIBILITY
OF DAMAGES. WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES IS PROHIBITED BY LAW AND YOU ARE DISSATISFIED WITH
ANY PORTION OF THIS WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR
SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEB SITE.

10.5 TOGOPARTS is not responsible to you or any third party for your
actions and activities on this Web Site (whether or not authorised by
you) for any reason whatsoever including without limitation, your failure
to comply with the spirit and the letter of the Terms of Service herein.

11. MODIFICATION OF THESE TERMS AND CONDITIONS

11.1 TOGOPARTS reserves the right to change the terms, conditions, and
notices under which this Web Site is offered, without prior notice to
you.

12. GOVERNING LAW

12.1 These Terms of Service shall be governed and construed in accordance
with the laws of Singapore.